Directors Report of Span Divergent Ltd.

Mar 31, 2015

The Shareholders,

The Directors have pleasure in presenting the 35th Annual Report of
Span Diagnostics Limited (the Company) on the business and operations
of the Company together with the audited financial statements for the
year ended on March 31,2015.

1. FINANCIAL SUMMARY/PERFORMANCE OF THE COMPANY

The financial performance of the Company for the financial year ended
March 31, 2015 along with figures of previous financial year is
summarized below:

Particulars Amount (Rs. In Lacs)

2014-15 2013-14

Total Income 7500.16 7966.78

Profit before tax, Depreciation and
interest (Excluding extraordinary
income and 259.33 555.88

Adjustments carrying value of assets
where useful life is Nil as per schedule
II (10.11) Nil

Balance carried forward 4248.67 768.49

2. DIVIDEND

Board after detailed deliberation and considering the substantial
operational loss during the year under review decided not to recommend
any dividend for the financial year 2014-15.

3. TRANSFER TO RESERVES:

The Company proposes to transfer an amount of Rs. 25,00,000 to the
General Reserve and the balance amount is proposed to be retained in
the statement of profit and loss.

4. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The reason for increase in loss from discontinuing operation is because
of rise in raw material cost and aggressive competition, which
compelled company not to reflect the cost escalation in sales price, in
some of the fast moving products and the revenue figures taken up to
March 4,2015,the effective date of slump sale.

During FY 2014-15, one of the major activity was of slump sale of
business undertaking and integration. The Company has obtained the
World Health Organisation (WHO) approval for its major products i.e.
Rapid Test for Malaria and HIV Test, which is very rewarding as capital
expenditure made during last couple of years, has finally fructified.

There is an ever increasing competition in the in-vitro diagnostics
market and regulatory landscape also is becoming challenging, which
will put constant pressure for investment in new technology and
facility.

Since the Company has exited and transferred the business in March
2015, it is no longer relevant to elaborate it further.

It is indeed encouraging that we could successfully complete the
Business transfer and unlock the true value of the business.

The Company has initiated exploring new investment avenues for the
potential use of the amount received pursuant to the completion of the
transaction and also to distribute a reasonable portion of the proceeds
to the shareholders.

Industry Structure, Development & outlook

The Company has by slump sale transferred its In Vitro Diagnostics
Business undertaking to M/S. Arkray Healthcare Private Limited.
Consequently Span is evaluating alternative structures for future lines
of business. At an appropriate stage these business plans will be
shared.

Research & Development

The Company was working on R&D with diverse approach such as R&D with
in-house team, with special purpose subsidiary ventures, outsourcing by
contract research, tie-ups with various institutions of repute in India
and abroad by forming Public Private Partnership and technology
acquisition. As company has transferred its In Vitro Diagnostic
Business undertaking to M/S. Arkray Healthcare Private Limited.,
currently there is neither any research nor manufacturing activity and
Company will evaluate alternative structure forthe future line of
business.

Human resources and industrial relations

The Company had highly motivated employees, totaling 524 persons,
comprising of trained technical, managerial and research personnel till
March 04, 2015. Company had transferred its In-vitro Business
Undertaking to M/s. Arkray Healthcare Private Limited on completion
requisite formalities with effect from March 05, 2015. Company has 3
employees as on March 31, 2015. The focus of the Company is to enrich
its employees by promoting learning & development and providing
opportunities for enhancing their knowledge base continuously.

The Company continues to have cordial and harmonious relations with its
employees and the union.

5. BUY BACK OF SHARES

Pursuant to the sale of In-vitro Diagnostic Business Undertaking (BU)
of a Company, Company successfully unlocked the true value of business.
However, this also means that Company has to venture into new
businesses going forward. After due deliberations and-considering the
need to conserve funds for deployment in new businesses identified by
the Board and considering the interest of shareholders and particularly
small shareholders, Board has opted for buy back of equity shares to
distribute a significant portion of exceptional income arising out of
Slump Sale of IVD business.

The Board of Directors has approved and recommended buy back of shares
up to maximum of 18,19,000 Equity Shares of Rs. 10/- each, constituting
25% of the paid up equity capital, at a buy back price not exceeding
Rs. 65 per share through the tender route through the Stock Exchange,
Mumbai pursuant to the provisions of Section 68 of the Companies Act,
2013 and the Securities and Exchange Board of India (Buy -back of
Securities) Regulations, 1998 as amended.

6. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REULATORS OR COURTS

There was no significant material order passed by the regulators or
courts.

7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS:

Management is committed to continue maintaining Company's internal
control system, which is reviewed and monitored critically. Compliance
of the same is ensured with very valuable inputs from the independent
directors and statutory auditors. Their vast experience and knowledge
base has contributed tremendously in betterment of systems and
processes, resulting in better internal control. Internal control
system is further supported by periodic review by management and the
Audit Committee. Company maintains high focus towards all regulatory
compliances which is regularly reviewed by the Board.

8. SUBSIDIARIES AND JOINT VENTURES

Your Company has one wholly owned subsidiary company viz. Span
Diagnostics South Africa (Pty) Limited. In terms of proviso to
sub-section (3) of the Section (3) of Section 129 of the Act, the
salient features of the financial statement of the subsidiaries is set
out in the prescribed FormAOC-1 which forms part of the Annual Report.

Span Biotronics Private Limited (SBPL)

Span Biotronics Pvt Ltd (SBPL) was 95.24% Subsidiary of Span
Diagnostics Limited (SPAN) working on analysis, design, development,
prototyping, testing and validation of lab automation need of SPAN and
is also engaged in new product development independently. A
multidisciplinary team of engineers and scientists are jointly making
efforts to launch indigenous technologies, which will be used as
modules and commercialized in many products.

During the year under review, Company has transferred its 95.24% stake
held in subsidiary Span Biotronics Private Limited to M/s. Arkray
Helathcare Private Limited and ceased to be a subsidiary Company with
effect from March 05,2015.

Span Diagnostics South Africa (PTY) Limited

To accelerate its future growth, the company has formed a joint venture
Company during year 2011-12 with Reindus Health (Pty) Limited for
focusing on market developments of Span's product in SADC region,
covering 14 countries of Southern African continent and for enhancing
presence in SADC region. During the year under review, Company has
acquired 540 Equity Shares of Rand 1 Each from its existing
shareholders of the Company. Upon acquisition of 540 Equity Shares of,
Span Diagnostics South Africa (Pty) Limited, it has become wholly owned
overseas subsidiary Company.

Pursuant to sale of IVD business of Span Diagnostics Ltd. (SDL) to
Arkray in India, the distribution agreement for the Southern African
region (SADC Region) between SDL and Span SA also became inoperative.
However, because of its strategic location and potential of the region,
Board of Directors of SDL decided to continue Span SAas an active
entity and it is identified that Span SAwill be strategically important
and add value to potential new business of SDL, as per the need of new
business demand.

Span Nihon Kohden Diagnostics Private Limited (SNKD)

A joint venture Company between Nihon Kohden Corporation, Japan and
Span Diagnostics Limited, India, started its operation from December
2008 and since then continues to manufacture high quality reagents for
Hematology Analysers for distribution and sale in India.

9. FIXED DEPOSITS

At the close of the year, there were no fixed deposits due for payment
that remained either unclaimed or unpaid. There were no claims as
against the deposits outstanding as at the close of the year. The
Company has accepted deposit of Rs. 96,43,000/ (including renewal and
interest on renewal). There has been no default in repayment of
deposits or payment of interest thereon during the year and the Company
has complied with all the requirements of Chapter V of the Companies
Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

11. STATUTORY AUDITORS & THEIR REPORT '

At the Annual General Meeting held on August 08,2014, M/s. Haribhakti &
Co LLP., Chartered Accountants, were appointed as Statutory Auditors of
the Company to hold office till the conclusion of the Annual General
Meeting to be held in the calendar year 2015. Accordingly, the
appointment of Haribhakti & Co., LLP Chartered Accountants, as
statutory auditors of the Company, is placed for approval by the
Shareholders. In this regard, the Company has received a certificate
from the auditors to the effect that if they are re-appointed, it would
be in accordance with the provisions of Section 141 of the Companies
Act, 2013 and are eligible for their reappointment. The directors
recommend their reappointment for the current year.

There are no qualifications or adverse remarks in the Auditors' Report
which require any clarification/ explanation. The Notes on financial
statements are self-explanatory, and needs no further explanation.

The Notes on accounts, referred to in the Auditor's Report, are self
explanatory and therefore do not call for any further comments.

12. SHARE CAPITAL

The paid up equity capital of the Company as on March 31,2015 was Rs.
7,27,60,000/- divided into 72,76,000 Equity Shares of Rs. 10/- each.
The Company has neither issued any shares nor granted stock option nor
sweat equity.

13. ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an
extract of the Annual Return in the prescribed format is appended as
"Annexure C" to the Board's Report.

14. CONSERVATION OF ENERGY

The particulars as prescribed under Sub-section (3)(m) of Section 134
of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014
are enclosed as per "Annexure 'A'" to the Board's Report.

As part of Initiative under "Corporate Social Responsibility", the
Company constituted "Corporate Social Responsibility Committee"
under the Chairmanship of an Independent Director Mr. Kamlesh Patel.
During the yean under review, Company has contributed funds for medical
aid. The contribution in this regard has been made to the Registered
Trust managing leading hospital.

The Annual Report on CSR Activities is annexed as "Annexure D" to
the Board's Report.

18. INDEPENDENT DIRECTORS DECLARATION

All independent directors have separately submitted a declaration that
each of them meet the criteria of independence as laid down under
section 149(6) of the Companies Act, 2013 and revised clause 49 of the
Listing Agreement. Further there has been no change in the
circumstances which may affect their status as Independent Director
during the year.

19. BOARD MEETINGS

An agenda of the meetings is prepared and circulated in advance to the
Directors. During the year seven board meetings and four audit
committee meetings were convened and held. The details of which are
given in the Corporate Governance Report along with other committee
meetings. The intervening gap between the meetings was within the
period prescribed underthe CompaniesAct, 2013.

20. BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall
monitor and review the Board evaluation framework. The Companies Act,
2013 states that a formal annual evaluation needs to be made by the
Board of its own performance and that of its committees and individual
directors. Schedule IV of the Companies Act, 2013 states that
performance evaluation of independent directors shall be done by the
entire Board of Directors, excluding the Director being evaluated.

The evaluation of all the directors and the Board as a whole was
conducted based on the criteria and framework adopted by the Board. The
evaluation process has been explained in the corporate governance
report. The Board approved the evaluation results as collated by the
nomination remuneration committee. None of the independent directors
are due for re- appointment.

21. Appointments:

The CompaniesAct, 2013 provides for the appointment of the independent
directors. Sub-section 10 of Section 149 of the Companies act, 2013
provides that independent directors shall hold office for a term of
five consecutive years on the Board of a Company; and shall be eligible
for the re-appointment on passing a special resolution by the
shareholders of the company. In compliance with the aforesaid provision
and subject to provision of Securities Exchange Board of India Act,
1992, Mr. Kamlesh Patel, Mr. N. Gopalaswami, Mr. Shyamal Ghosh and Dr.
Sushil Shah have been appointed as an Independent Directors of the
Company for term of 5 (Five) years. None of the Directors will retire
at the ensuing Annual General Meeting,

Pursuant to the provisions of the Section 161(1) read with provision of
Section 149 of the CompaniesAct and in compliance with the provision of
the Listing Agreement, Ms. Lataben P Desai was appointed as an
additional Director and Woman Director of the Company with effect from
August 08, 2014 and shall hold office up to the date of the ensuing
Annual General Meeting. The Company has received requisite notice in
writing from a member proposing Ms. Lataben P Desai for appointment as
a Director on the Board of the Company.

22. RETIREMENTS, RESIGNATIONS AND CHANGE IN THE DESIGNATION :

I. Dr. Pranav Desai, Director of the Company who retires by rotation at
the ensuing Annual General Meeting and being eligible, offers himself
for reappointment. The retirement of Director by rotation at the
ensuing Annual General Meeting is determined in accordance with the
provisions of the CompaniesAct, 2013.

II. Dr. Pradip K Desai was ceased to be a Whole Time Director of the
Company with effect from March 05, 2015 and redesignated as Non
Executive Director of the Company.

III. Mr. Paras Desai redesignated as Vice President Corporate Strategy
and Finance and CFO of the Company with effect from May 23,2014.

IV. Mr. Paras Desai has resigned from the Company with effect from
March 05,2015 subsequent to transfer of In-vitro Business undertaking
of the Company.

The Board places on record their appreciation of the valuable services
rendered by all directors/KMP ceasing their office during their tenure
on the Board.

23. AUDIT COMMITTEE:

The Audit Committee was reconstituted on May 15, 2013. The Committee
comprises of three Independent Directors, namely Mr. Shyamal Ghosh,
Chairman, Mr. N. Gopalaswami, Mr. Kamlesh M. Patel and Mr. Sanjay N.
Mehta (Non Executive Directors). Mr. Parikaj Ajmera, Company Secretary
acts as the secretary to the Audit Committee. The composition and the
Terms of Reference of the Audit Committee meet with the requirements of
Section 177 of the CompaniesAct, 2013 and Clause49 of the
ListingAgreement.

There were four meetings held during the year.

24. VIGIL MECHANISM

The Company has established a mechanism for employees to report to the
management concerns about unethical behaviour, actual or suspected
fraud or violation of the Company's code of conduct or ethics policy
and the same has been communicated within organization.

In staying true to our values of strength, performance and passion, the
Company is committed to the high standards of Corporate Governance and
Stakeholders Responsibility.

25. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was reconstituted on May 23,
2014. The Nomination and Remuneration Committee comprises of four
directors of which two directors are independent directors & one Non
Executive Director.

There was a one nomination and remuneration committee meeting held
during the year.

Attendance of each member at the Remuneration Committee Meetings held
during the year.

The main term of reference of Remuneration Committee is to review and
recommend the revision in remuneration of managerial personnel to the
Board of Directors. The Remuneration Committee while reviewing the
remuneration considers the industry remuneration standards, educational
qualification, relevant experience and performance of the concerned
managerial personnel vis-a-vis the company requirements.

The Board has on recommendation of the Nomination and Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Nomination and
Remuneration Policy is stated in the Corporate Governance Report.

26. LOANS, GUARANTEES AND INVESTMENTS v

The Company has following Loans, Guarantee given and Investments made
under Section 186 of the Companies Act, 2013 for the financial year
ended on March 31,2015.

27. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the
financial year were on arm's length basis, were in the ordinary course
of business and in compliance of the provision of Section 188 of the
Companies Act, 2013 and rules made thereunder and Listing Agreement.
There were no materially significant related party transactions made by
the Company with promoters, Key Managerial Personnel or other
designated persons which may have potential conflict with Interest of
the Company at large.

The median remuneration of the employee of the Company for the year
2014 - 15 is Rs. 2,18,900 as compared to Rs. 1,81,950 for the year 2013
- 14. During the year median remuneration is increased by 16.88%. There
were 524 employees on rolls of the Company upto March 04, 2015. Company
has transferred its In-Vitro Diagnostics Business undertaking to M/s.
Arkray Healthcare Private Limited along with employees of the Company.
There were 3 employees on rolls of the Company as at March 31,2015. The
increase in remuneration is in line with the market trends. In order to
ensure that remuneration reflects company performance, the performance
pay was linked to organization performance.

During the year under review, there was no increase in remuneration of
the Directors and Company Secretary of the Company. Remuneration of Mr.
Paras Desai, CFO ofthe Company was increased by 12.72%.

The further information required pursuant to Section 197 read with Rule
5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of the employees ofthe Company will
be provided upon request. In terms of Section 136 of the Act, the
Reports and Accounts are being sent to the Members and others entitled
thereto, excluding the information on employees particulars which is
available for inspection by the members at the registered office of the
Company during business hours on working days of the Company up to the
date of the ensuing Annual General Meeting.

29. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT: '

Mitesh Rana of Mitesh Rana & Co., Practising Company Secretaries,
Vadodara, was appointed to conduct the Secretarial Audit the Company
for the Financial Year 2014-15, as required under Section 204 of the
Companies Act, 2013 and the Companies (Appointment and Remuneration)
Rules, 2014. The Secretarial Audit Report for FY 2014-15 forms part of
the Annual Report as Annexed to the Board's Report.

A Secretarial Audit Report given by Mitesh Rana, a company secretary in
practice shall be annexed with the report. Auditor's Report, are self
explanatory and therefore do not call for any further comments.

30. AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE :

A report on Corporate Governance as stipulated under Clause 49 ofthe
Listing Agreement forms part of the Annual Report. The certificate
from the Auditors of company M/s. Haribhakti & Co LLP, confirming
compliance with the conditions of Corporate Governance is attached to
this Report.

31. COST AUDITORS

Your directors have on recommendation of the Audit Committee have
appointed Mr. V. M. Patel & Associates, Cost Accountants to carry out
cost audit for the financial year 2015 - 16. As required under the
Companies Act, 2013, the remuneration payable to the cost auditor is
required to be placed before the Members in a General Meeting for their
ratification. Accordingly a resolution seeking Member's ratification
for the remuneration payable to M/s V. M. Patel & Associates, Cost
Accountants is included in Notice convening Annual General Meeting.

The Company has submitted Cost Compliance Certificate as well as Cost
Audit Report to Ministry of Corporate affairs on 30/09/2014 for the
year 2013-14. The Company had appointed M/s V. M. Patel & Associates,
Cost Accountants to conduct cost audit for the vear2014-15.

32. RISK MANAGEMENT

Risks are events, situations or circumstances which may lead to
negative consequences on the Company's businesses. Risk management is
a structured approach to manage uncertainty. Aformal enterprise wide
approach to Risk Management is being adopted by the Company and key
risks will now be managed within a unitary framework. As a formal
roll-out, all business divisions and corporate functions will embrace
Risk Management Policy and Guidelines, and make use of these in their
decision making. Key business risks and their mitigation are considered
in the annual/strategic business plans and in periodic management
reviews. The risk management process in our multi-business, multi-site
operations, over the period of time will become embedded into the
Company's business systems and processes, such that our responses to
risks remain current and dynamic.

The Risk Management is overseen by the Audit Committee of the Company
on a continuous basis. The Committee oversees Company's process and
policies for determining risk tolerance and review management's
measurement and comparison of overall risk tolerance to established
levels. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuous
basis.

33. DIRECTORS'RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, the directors
would like to state that:

(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed.

(b) the directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit of
the Company for the year under review

(c) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this act for safeguarding the assets of the Company and
for preventing detecting fraud and other irregularities

(d) the directors have prepared the annual accounts on a going concern
basis

(e) the directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively and

(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that suchsystems were
adequate and operating effectively.

34. CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to
Management Discussion and Analysis and the Corporate Governance Report,
describing the Company's objectives, projections, estimates and
expectations may constitute "forward looking statement" within the
meaning of applicable laws and regulations. Actual results may differ
materially from those either expressed or implied in the statement
depending on the circumstances.

35. ACKNOWLEDGMENT

Your Directors are happy to place on record their appreciation of the
whole-hearted co-operation and hard work of all members of SPAN family.

The Directors would like to place on record a deep sense of gratitude
to the State Bank of India & IDBI Bank and Government Authorities for
their co-operation and assistance rendered to the Company.

For and on behalf of the Board

Place: Mumbai Mr. Veeral P Desai Dr. Pradip K Desai

Dated: May 30, 2015 Managing Director Non Executive Director

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 34rd Annual Report of
the Company together with the Audited Accounts for the year ended on
March 31,2014.

FINANCIAL RESULTS

The financial performance of the Company for the financial year ended
March 31, 2014 along with figures of previous financial year is
summarized below :

Profit/(Loss) after tax for the year (513.98) 93.62
Balance brought forward 1,282.47 1,231.13

Amount available for appropriation 768.49 1,324.75

APPROPRIATIONS

Proposed Dividend Nil 36.38

Dividend Distribution tax Nil 5.90

Dividend for earlier year (including
distribution tax) Nil Nil

Transfer to General Reserve Nil Nil

Balance carried forward 768.49 1,282.47

DIVIDEND

In view of loss incurred during the year under review, your Board of
Directors regret their inability to recommend dividend for the
financial year 2013 - 14.

PARTICULARS OF EMPLOYEES

There is no employee in the Company, whose particulars are required to
be given under Section 217 (2A) of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975 as amended.

SUBSIDIARIES AND JOINT VENTURES

Span Biotronics Private Limited (SBPL)

Span Biotronics Pvt Ltd (SBPL) is a 95.24% Subsidiary of Span
Diagnostics Limited (SPAN) working on analysis, design, development,
prototyping, testing and validation of lab automation need of SPAN and
is also engaged in new product development independently. A
multidisciplinary team of engineers and scientists are jointly making
efforts to launch indigenous technologies, which will be used as
modules and commercialized in many products. Two of the products
developed by SBPL have been commercialised during the current year and
have received very positive response in the Indian market.

SBPL has closed its books of accounts as at March 31,2014 with a Profit
After Tax (PAT) of Rs. 44.64 Lacs.

Span Biotherapeutics Pvt Ltd

During the year, Span Biotherapeutics Pvt. Ltd., subsidiary Company
ceased to be a subsidiary Company with effect from May 27, 2013.

Span Diagnostics South Africa (PTY) Limited

To accelerate its future growth, the company has formed a joint venture
Company during year 2011-12 with Reindus Health (Pty) Limited for
focusing on market developments of Span''s product in SADC region,
covering 14 countries of Southern African continent. The company''s
strategy is showing very positive results, with excellent growth in the
business over previous year. The company is contemplating to increase
stake in this venture for enhanced presence in SADC region.

Span Nihon Kohden Diagnostics Private Limited (SNKD)

A joint venture Company between Nihon Kohden Corporation, Japan and
Span Diagnostics Limited, India, started its operation from December
2008 and since then continues to manufacture high quality reagents for
Hematology Analysers for distribution and sale in India

SUBSIDIARIES

In accordance with the general circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Profit and
Loss Account and other documents of the subsidiary companies are not
being attached with the Balance Sheet of the Company. However the
financial information of the subsidiary companies is disclosed in the
Annual Report in compliance with the said circular. The Company will
make available the annual accounts of the subsidiary companies and the
related detailed information to any member of the Company who may be
interested in obtaining the same. The annual accounts of the subsidiary
companies will also be kept open for inspection at the Registered
Office of the Company and that of the respective subsidiary companies.
The Consolidated Financial Statements presented by the Company include
the financial results of its subsidiary companies.

CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report.

The certificate from the Auditors of the company M/s Haribhakti & Co
confirming compliance with the conditions of Corporate Governance is
attached to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm that:

1. in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;

2. the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year ended March 31,2014 and
of the loss of the Company for that year;

3. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;

4. the Directors have prepared the accounts on a going concern basis.

FIXED DEPOSITS

At the close of the year, there were no fixed deposits due for payment
that remained either unclaimed or unpaid. There were no claims as
against the deposits outstanding as at the close of the year and the
Company had complied with all the requirements of the Companies
(Acceptance of Deposits) Rules, 1975.

Mr. Sanjay N. Mehta, Non Executive Directors and Mr. Kamlesh M. Patel,
Independent Directors of the Company who retires by rotation at the
ensuing Annual General Meeting and being eligible, offers himself for
reappointment. The retirement of Director by rotation at the ensuing
Annual General Meeting is determined in accordance with the provisions
of the Companies Act, 1956 and the Companies Act, 2013.

Mr. Kamlesh M. Patel, Mr. Shyamal Ghosh, Mr. N Gopalaswami and Dr.
Sushil K. Shah retire at the ensuing Annual General Meeting. The
Company has received requisite notices in writing from members
proposing them as Independent Directors.

Changes during the year

1. Ms. Lataben P. Desai stepped down from Directorship with effect
from May 15, 2013.

2. Dr. Madhukanta T. Patel retired from Directorship with effect from
July 01,2013 upon completion of her tenure as Whole Time Director of
the Company.

3. Dr. Pradip K. Desai was reappointed as Whole Time Director of the
Company with effect from April 01, 2013 for further period of three
years.

4. Mr. Veeral .P Desai was reappointed as Managing Director of the
Company with effect from July 01, 2013 for further period of three
years.

5. Mr. S. Sundaresan retired from Directorship with effect from July
27, 2013 upon completion of his tenure as an independent Director of
the Company.

The Board places on record their appreciation of the valuable services
rendered by all directors ceasing their office during their tenure on
the Board.

The Board of Directors at its meeting held on March 21,2014 has decided
effect of increased remuneration of Dr. Pradip K Desai, Whole Time
Director and Mr. Veeral P Desai, Managing Director subsequent to
Central Government Approval shall not be given for the period upto
March 31,2014 and Dr. Pradip K Desai and Mr. Veeral P Desai shall
continue to receive existing salary till March 31,2014.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to
Management Discussion and Analysis and the Corporate Governance Report,
describing the Company''s objectives, projections, estimates and
expectations may constitute "forward looking statement" within the
meaning of applicable laws and regulations. Actual results may differ
materially from those either expressed or implied in the statement
depending on the circumstances.

AUDITORS AND AUDITORS'' REPORT

M/s. Haribhakti & Co, Chartered Accountants , the auditors of the
company are eligible for their reappointment. The directors recommend
their reappointment for the current year.

The Notes on accounts, referred to in the Auditor''s Report, are self
explanatory and therefore do not call for any further comments.

COST AUDITORS

The Board has appointed Mr. V. M. Patel & Associates, Cost Accountants
to carry out cost audit for the financial year 2014 - 15 subject to
approval of the Central Government.

The Company is required to maintain cost records under Section
209(1)(d) of The Companies Act, 1956 as per notification of Ministry of
Corporate Affairs(MCA) dated 03/06/2011 and 21/01/2012. The Company has
submitted Cost Compliance Certificate as well as Cost Audit Report to
Ministry of Corporate affairs on 25/09/2013 for the year 2012 - 13. The
Company had appointed M/s. Y. R. Doshi & Associates, Cost Accountants
to conduct cost audit for the year 2013 - 14.

ACKNOWLEDGMENT

Your Directors are happy to place on record their appreciation of the
whole-hearted co-operation and hard work of all members of SPAN family.

The Directors would like to place on record a deep sense of gratitude
to the State Bank of India & IDBI Bank and Government Authorities for
their co-operation and assistance rendered to the Company.

The Directors have pleasure in presenting the 33rd Annual Report of
the Company together with the Audited Accounts for the year ended on
March 31, 2013.

FINANCIAL RESULTS

The financial performance of the Company for the financial year ended
March 31, 2013 along with figures of previous financial year is
summarized below :

Amount
(Rs. In Lacs)

Particulars 2012-13 2011-12

Total Income 8,002.59 5,970.20

Profit before tax, Depreciation
and interest (Excluding 859.98 513.58

extraordinary income and
Foreign exchange Gain/(Loss))

"Interest (377.71) (288.11)

Foreign exchange Gain/(Loss) (3.94) 1.58

~Profit before Depreciation 478.33 227.05

"Depreciation (303.85) (270.63)

"Profit before tax 174.48 (43.58)

"Exceptional item 0.00 290.72

"Tax adjustment of earlier year 0.85 0.00

"Provision of tax - Current (28.00) (49.45)

- MAT Credit Entitlement/Utilisation) 25.90 49.45

- Deferred Tax (Liabilities)/Asset (79.60) (124.72)

Profit for the year 93.62 122.42

Balance brought forward 1,231.13 1,120.92

Amount available for appropriation 1,324.75 1,243.34

Appropriations

"Proposed Dividend 36.38 Nil

"Dividend Distribution tax 5.90 Nil

"Dividend for earlier year
(including distribution tax) Nil Nil

Transfer to General Reserve Nil 12.2

"Balance carried forward 1,282.47 1,231.14

DIVIDEND

Your directors have pleasure in recommending Re.0.50 per share
(previous years Nil per share) as dividend for the financial year ended
on March 31, 2013 aggregating to Rs. 42.28 Lacs including the dividend
distribution tax.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industry Structure, Development & outlook

As per industry experts the Diagnostics Market in India is witnessing
around 13 to 15% growth. Further looking at segment-wise growth
Infectious disease and life style related diseases diagnosis are still
the growth driver. Also Molecular diagnostics and Tissue diagnostics
segment is growing at an impressive rate. Span is one of the leading
players in Diagnostics Industry in India, operating mainly in
infectious diseases and Clinical Chemistry segment.

The growth can be attributed to the factors such as increasing scope
and awareness about diagnostics, improved diagnostics tools, etc.

Further High prevalence of life style related diseases such as
Diabetes, Cancer, Cardiac disease and incidences of communicable and
infectious diseases like HIV/AIDS, Malaria, Typhoid are still cause of
concern. Thus, the scope of growth for the Indian diagnostic sector is
still bright. The future prospect of Diagnostics Industry looks
promising and Span being one of the leaders in this segment bound to
benefit from it.

Operations'' review

During FY 2012-13 revenue from operations for the year increased to Rs.
7,896 Lacs ( Rs. 5,868 lacs in 2011-12) showing a growth of around 35%
over previous year. During the year, Company has executed government
order aggregating to around Rs. 2,200 lacs under domestic Government
programs to fight AIDS.

During FY 2012-13 as planned, Company has made significant investments
in building the world class facilities capable of complying with the
international standards of quality. The project is near completion with
validation of important area continuing before commencing the
commercial production. This will give newer opportunities to your
Company in participating in global tenders and securing higher volume
of growth in coming years. In addition it will also improve overall
capacity, efficiency and process control during production.

During last 4 years Company has made major investments in Research &
Development activity. In the coming year many new products shall be
launched including instrument developed in house and novel and
state-of-the art HIV and TB test.

Opportunities, Threats, Challenges, Risks & Concerns

As a strategic decision, Span is aggressively exploring in selected
high growth markets, worldwide and even the product development is
aligned with the potential of such segment representing high growth
prospects. Now with the new facility, there is a possibility of
participating in larger international tenders. However facility is yet
to be offered for inspection before your company starts accruing the
benefits. Ever increasing competition from international as well
domestic players are continuing is constant factor. This poses threat
as well as opportunities in terms of opening up of avenues for market
expansion. Further, there exists a tremendous growth opportunity for
the market players in tier II and III cities, wherein the educated
middle class population is becoming more sophisticated with respect to
preventive healthcare check-ups. Span has very strong foothold in such
cities. The biggest challenge for any manufacturing company is to
negate the inflationary factors which have adverse effect on costs
increase in price of utilities such as power and fuel, higher labor
costs of Technical staff and senior officials etc poses constant
challenges. At the same time, there has been constant pressure on
prices due to intense competition. All these factors put have serious
bearing on the profitability of the Company. This compels us to
constantly improve productivity in our operations by using information
technology as a management tool and invest in innovative solution and
adopting lean manufacturing systems To fund expansion and innovative
modernization of plant we have taken external borrowing, which has
resulted in increased cost of financial charges in coming year.
However, we are very positive about the returns on such investments
coming in as per the plans. Company has very talented human resource
which form a major strength to overcome these eventualities with
commitment and innovative approach.

Research & Development

Company is working on R&D with diverse approach such as R&D with
in-house team, with special purpose subsidiary ventures, outsourcing by
contract research, tie-ups with various institutions of repute in India
and abroad by forming Public Private Partnership and technology
acquisition. Company is developing products in the area of Immunology,
Hybridoma, Biochemistry, Molecular biology, Instrumentation and
development of bio materials. Company is committed to offer affordable
and innovative diagnostic products by developing / acquiring newer
technologies and manufacturing products indigenously using its
state-of-the-art manufacturing infrastructure.

Internal Control system and their adequacy

Management is committed to continue strengthening of Company''s internal
control system and the same has been improved to a great extent with
very valuable inputs from the independent directors and by engaging
renowned independent firm of Chartered Accountants, both as internal as
well as statutory auditors. Their vast experience and knowledge base
has contributed tremendously in betterment of systems and processes,
resulting in better control over many functional areas throughout the
company. Internal control system is further supported by periodic
review by management and the Audit Committee.

The nature of the industries in which the company operates makes many
of its activities highly regulated by health, safety, and environmental
laws. As regulatory standards and expectations are constantly
increasing, the company maintains high focus towards all regulatory
compliances which is regularly reviewed by the Board.

Human resources and industrial relations

The Company has highly motivated employees, totaling 523 persons,
comprising of trained technical, managerial and research personnel. The
focus of the Company is to enrich its employees by promoting learning &
development and providing opportunities for enhancing their knowledge
base continuously.

The Company continues to have cordial and harmonious relations with its
employees and the union.

PARTICULARS OF EMPLOYEES

The particulars about the employees drawing remuneration in excess of
limits specified in Section 217(2A) of the Companies Act, 1956 read
with Companies (Particulars of Employees) Rules, 1975 are as per
Annexure ''A''.

SUBSIDIARIES AND JOINT VENTURES

Span Biotronics Private Limited (SBPL)

Span Biotronics Pvt Ltd (SBPL) is a 95.34% Subsidiary of Span
Diagnostics Limited (SPAN) working on analysis, design, development,
prototyping, testing and validation of lab automation need of SPAN and
is also engaged in new product development independently. A
multidisciplinary team of engineers and scientists are jointly making
efforts to launch indigenous technologies, which will be used as
modules and commercialized in many products. Product developed by SBPL
will be commercialised during the current year.

SBPL has closed its books of accounts as at March 31, 2013 with a
Profit After Tax (PAT) of Rs. 44.18 Lacs.

Span Biotherapeutics Pvt Ltd

Span Biotherapeutics Pvt. Ltd. Is currently at formative stage and no
major activity was carried during the year.

Span Diagnostics South Africa (PTY) Limited

To accelerate its future growth, the company has formed a joint venture
Company during year 2011-12 with Reindus Health (Pty) Limited for
focusing on market developments of Span''s product in SADC region,
covering 14 countries of Southern African continent.

Span Nihon Kohden Diagnostics Private Limited (SNKD)

A joint venture Company between Nihon Kohden Corporation, Japan and
Span Diagnostics Limited, India, started its operation from December
2008 and since then continues to manufacture high quality reagents for
Hematology Analysers for distribution and sale in India

SUBSIDIARIES

In accordance with the general circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Profit and
Loss Account and other documents of the subsidiary companies are not
being attached with the Balance Sheet of the Company. However the
financial information of the subsidiary companies is disclosed in the
Annual Report in compliance with the said circular. The Company will
make available the annual accounts of the subsidiary companies and the
related detailed information to any member of the Company who may be
interested in obtaining the same. The annual accounts of the subsidiary
companies will also be kept open for inspection at the Registered
Office of the Company and that of the respective subsidiary companies.
The Consolidated Financial Statements presented by the Company include
the financial results of its subsidiary companies.

CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report.

The certificate from the Auditors of the company M/s Haribhakti & Co
confirming compliance with the conditions of Corporate Governance is
attached to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm that:

1. in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;

2. the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year ended March 31, 2013
and of the profit of the Company for that year;

3. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;

4. the Directors have prepared the accounts on a going concern basis.

FIXED DEPOSITS

At the close of the year, there were no fixed deposits due for payment
that remained either unclaimed or unpaid. There were no claims as
against the deposits outstanding as at the close of the year and the
Company had complied with all the requirements of the Companies
(Acceptance of Deposits) Rules, 1975.

Dr. Sushil K Shah & Mr. Shyamal Ghosh, Directors of the Company who
retire by rotation at the ensuing Annual General Meeting and being
eligible offer themselves for reappointment.

Mr. S. Sundaresan, Director of the Company who retires by rotation at
the Annual General Meeting and eligible to offer himself for
reappointment but has not sought for reappointment.

Mrs. Lataben P Desai stepped down from Directorship with effect from
May 15, 2013.

The Board places on record their appreciation of the valuable services
rendered by Mr. S. Sundaresan during his tenure on the Board.

Changes during the year

1. Dr. Ramnik H Parekh & Dr. Sarvajna G Kazi retired as Director of
the Company with effect from August 08, 2012.

2. Mr. N. Gopalaswami was appointed as Director of the Company with
effect from August 08, 2012.

3. Dr. Pradip K Desai was reappointed as Whole Time Director of the
Company with effect from April 01, 2013 for further period of three
years.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to
Management Discussion and Analysis and the Corporate Governance Report,
describing the Company''s objectives, projections, estimates and
expectations may constitute "forward looking statement" within the
meaning of applicable laws and regulations. Actual results may differ
materially from those either expressed or implied in the statement
depending on the circumstances.

AUDITORS AND AUDITORS'' REPORT

M/s. Haribhakti & Co, Chartered Accountants , the auditors of the
company are eligible for their reappointment. The directors recommend
their reappointment for the current year.

The Notes on accounts, referred to in the Auditor''s Report, are self
explanatory and therefore do not call for any further comments.

COST AUDITORS

The Board has appointed M/s. Y R Doshi & Associates, Cost Accountant to
carry out cost audit for the financial year 2013 Â 14 subject to
approval of the Central Government.

The Company is required to maintain cost records under section
209(1)(d) of The Companies Act, 1956 as per notification of Ministry of
Corporate Affairs(MCA) dated 03/06/2011 and 21/01/2012. The Company has
submitted Cost Compliance Certificate to Ministry of Corporate affairs
on 18/12/2012 for the year 2011 Â 12. The Company had appointed M/s. Y.
R. Doshi & Associates, Cost Accountants to conduct cost audit for the
year 2012 Â 13.

ACKNOWLEDGMENT

Your Directors are happy to place on record their appreciation of the
whole-hearted co-operation and hard work of all members of SPAN family.

The Directors would like to place on record a deep sense of gratitude
to the State Bank of India & IDBI Bank and Government Authorities for
their co-operation and assistance rendered to the Company.

For and on behalf of the Board

Place: Surat Veeral P Desai Dr. Pradip K Desai

Dated: May 15, 2013

Mar 31, 2012

The Directors have pleasure in presenting the 32nd Annual Report of
the company together with the Audited Accounts for the year ended on
31st March, 2012.

FINANCIAL RESULTS

The financial performance of the company for the financial year ended
31st March 2012 along with figures of previous financial year is
summarized below :

In view of Company's ongoing projects, expansion plans and increased
focus on Research & Development activities to boost the future growth,
the Board has decided to conserve and plough back the available
resources. Therefore the Board after detailed deliberation has
thoughtfully decided not to recommend dividend for the financial year
2011 Ã 12 in the long term interest of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Industry Structure, Development & Outlook

The Indian Diagnostics Market has been witnessing rapid growth rate.
The Indian In Vitro Diagnostics market is growing at a rate of 12 to
15% p.a. and emerging as one of the best segment in Indian Health Care
Industry. Toady, Span is one of the leading players in In Vitro
Diagnostics industry in India.

High prevalence of life style related diseases such as Diabetes,
Cancer, Cardiac disease and incidences of communicable and infectious
diseases like HIV/AIDS, Malaria, Typhoid are still cause of concern.
Domestically diagnostics industry has favorable growth due to growing
concerns for healthcare & increasing awareness of health checkups in
urban and rural area and various disease control programs run by the
government with international funding. Thus, the scope of growth for
the Indian diagnostic sector is huge. The future prospect of
Diagnostics Industry looks promising and Span being one of the leader
in this segment is bound to benefit from it.

India is emerging as a country with a vast pool of talent, adequate
infrastructure and healthy and stable economic growth rate. This has
resulted in a strong "Brand India" in international market. Such strong
image will help Indian company looking outside to export their products
or offer its manufacturing infrastructure as "Low Cost Manufacturing"
alternatives. Company, having identified this scenario has plans to
capitalize on this through its well conceived mid term strategic
actions.

Operations' review

FY 2011-12 was a challenging year. The global economy, barely a year
after recession, witnessed lower economic growth. Revenue from
operations for the year decreased to Rs. 5868 Lacs ( Rs. 8379 lacs in
2010-11) showing a decline of around 30% over previous year.

During the year, the company hived off the trading business division of
Hematology Analyzer to M/s Nihon Kohden India Private Limited with a
view to focus on its core diagnostics reagents manufacturing business
of immunology & clinical biochemistry. Another reason for the drop in
bottom line is due to fall in margins on account of qualitative up-
gradation of human resources recruited in strategic area of R & D and
Business Development and rise in raw material cost due to the sharp
rupee depreciation. Company also lost substantial revenue in form of
government business in FY 2011-12, due to intense price competition
from international players.

In the coming years significant investments are planned to be made in
building the capabilities compliant with the international standard and
be "Future Ready" in terms of technology and infrastructure. Major
investment will be made in Research & Development, facility expansion
and upgradation of the current manufacturing facilities as per various
international benchmarks like WHO-GMP requirements and build additional
facilities to manufacture laboratory instruments. Company will be
launching some innovative products during the year.

Opportunities , Threats, Challenges, Risks & Concerns

As growth opportunities in the developed countries are limited, focus
on India and China has increased tremendously and more and more
international companies are coming out with India-centric products and
strategies. This poses threat as well as opportunities in terms of
opening up of avenues for market expansion. At the same time, there has
been constant pressure on prices due to competition on one hand and
increase in input material cost due to unfavorable exchange rates and
shooting up of petroleum products prices on other hand. All these
factors put constant pressure on the profitability of the company. This
compels us to constantly improve productivity in our operations by
using information technology as a management tool and invest in
innovation as well as in installing world class production facilities.
Therefore, there is need for the company to invest its surpluses to
improve its performance so as to meet competition at home and penetrate
foreign markets. Company has progressed so far in this environment,
only by adopting such an approach.

Research & Development

Company is committed to offer affordable and innovative diagnostic
products by developing / acquiring newer technologies and manufacturing
products indigenously using its state-of-the-art manufacturing
infrastructure. Company is working on R&D with diverse approach such
as R&D with in-house team, with special purpose subsidiary ventures,
outsourcing by contract research, tie-ups with various institutions of
repute in India and abroad by forming Public Private Partnership and
technology acquisition. Company is developing products in the area of
Immunology, Hybridoma, Biochemistry, Molecular biology, Instrumentation
and development of bio materials.

Internal Control system and their adequacy

Management is committed to continue the process of strengthening
company's internal control system and the same has been improved to a
great extent with very valuable inputs from the independent directors
and by engaging renowned independent firm of Chartered Accountants,
both as internal as well as statutory auditors. Their vast experience
and knowledge base has contributed tremendously in betterment of
systems and processes, resulting in better control over many functional
areas throughout the company. Internal control system is further
supported by periodic review by management and the Audit Committee.

The nature of the industries in which the company operates makes many
of its activities highly regulated by health, safety, and environmental
laws. As regulatory standards and expectations are constantly
increasing, the company maintains high focus towards all regulatory
compliances which is regularly reviewed by the Board.

Human resources and industrial relations

The company has highly motivated employees, totaling 530 persons,
comprising of trained technical, managerial and research personnel. The
focus of the company is to enrich its employees by promoting learning &
development and providing opportunities for enhancing their knowledge
base continuously.

The Company continues to have cordial and harmonious relations with its
employees and the union.

PARTICULARS OF EMPLOYEE

There is no employee in the Company whose particulars are required to
be given under section 217(2A) of the Companies Act, 1956 read with the
Companies (Particulars of Employees) Rules, 1975, as amended.

SUBSIDIARIES AND JOINT VENTURES

Span Biotronics Private Limited (SBPL)

Span Biotronics Pvt Ltd (SBPL) is a 95.34% subsidiary of Span
Diagnostics Ltd (SPAN) working on analysis, design, development,
prototyping, testing and validation of lab automation need of SPAN and
is also engaged in new product development independently. A
multidisciplinary team of engineers and scientists are jointly making
efforts to launch indigenous technologies, which will be used as
modules and shall be used in many new products under pipeline. Product
developed by SBPL will be commercialised during the current year.

SBPL has closed its books of accounts as at 31st March 2012 with a
Profit After Tax (PAT) of Rs. 15.81 Lacs.

Span Biotherapeutics Pvt Ltd

Span Biotherapeutics Pvt. Ltd. is currently at formative stage and no
major activity was carried during the year.

Span Diagnostics South Africa (PTY) Limited

To accelerate its future growth, the company has formed a joint venture
Company during year 2011-12 with Reindus Health (Pty) Limited for
focusing on market developments of Span's product in SADC region,
covering 14 countries of Southern African continent.

Span Nihon Kohden Diagnostics Private Limited (SNKD)

A joint venture company between Nihon Kohden Corporation, Japan and
Span Diagnostics Ltd., India, started its operation from December 2008
and since then continues to manufacture high quality reagents for
Hematology Analysers for distribution and sale in India .

SUBSIDIARIES

In accordance with the general circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Profit and
Loss Account and other documents of the subsidiary companies are not
being attached with the Balance Sheet of the Company. However the
financial information of the subsidiary companies is disclosed in the
Annual Report in compliance with the said circular. The Company will
make available the annual accounts of the subsidiary companies and the
related detailed information to any member of the Company who may be
interested in obtaining the same. The annual accounts of the subsidiary
companies will also be kept open for inspection at the Registered
Office of the Company and that of the respective subsidiary companies.
The Consolidated Financial Statements presented by the Company include
the financial results of its subsidiary companies.

CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated under clause 49 of the
Listing Agreement forms part of the Annual Report.

The certificate from the Auditors of the company M/s Haribhakti & Co
confirming compliance with the conditions of Corporate Governance is
attached to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors confirm that:

1. in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;

2. the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year ended 31st March 2012
and of the profit of the Company for that year;

3. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;

4. the Directors have prepared the accounts on a going concern basis.

FIXED DEPOSITS

At the close of the year, there were no fixed deposits due for payment
that remained either unclaimed or unpaid. There were no claims as
against the deposits outstanding as at the close of the year and the
Company had complied with all the requirements of the Companies
(Acceptance of Deposits) Rules, 1975.

Dr. Pranav S Desai, Director of the Company who retires by rotation at
the ensuing General Meeting and being eligible offer himself for
reappointment.

Dr. Ramnik H Parekh and Mr. Sarvajna Kazi who retire by rotation at the
ensuing Annual General Meeting and eligible to offer themselves for
reappointment but have not sought reappointment.

The Board places on record their appreciation of the valuable services
rendered by Dr. Ramnik H Parekh & Mr. Sarvajna Kazi during their tenure
on the Board.

The Company has received notices from member pursuant to section 257 of
the Companies Act, 1956 for candidature of Mr. Needamangalam
Gopalaswami as Director of the Company. The Board recommend appointment
of Mr. Needamangalam Gopalaswami as Directors of the Company.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to
Management Discussion and Analysis and the Corporate Governance Report,
describing the Company's objectives, projections, estimates and
expectations may constitute "forward looking statement" within the
meaning of applicable laws and regulations. Actual results may differ
materially from those either expressed or implied in the statement
depending on the circumstances.

AUDITORS AND AUDITORS' REPORT

M/s. Haribhakti & Co, Chartered Accountants , the auditors of the
company are eligible for their reappointment. The directors recommend
their reappointment for the current year.

The Notes on accounts, referred to in the Auditor's Report, are self
explanatory and therefore do not call for any further comments.

COST AUDITORS

The Board has appointed M/s. Y R Doshi & Associates, Cost Accountant to
carry out cost audit for the financial year 2012 Ã 13 subject to
approval of the Central Government.

ACKNOWLEDGMENT

Your Directors are happy to place on record their appreciation of the
whole-hearted co-operation and hard work of all members of SPAN family.

The Directors would like to place on record a deep sense of gratitude
to the State Bank of India & IDBI Bank and Government Authorities for
their co-operation and assistance rendered to the Company.

For and on behalf of the Board

Place : Surat

Dated : 26th May 2012 Veeral P Desai Dr. Pradip K Desai

Managing Director Executive Director

Mar 31, 2011

The Shareholders,

The Directors have pleasure in presenting the 31 st Annual Report of
the company together with the Audited Accounts for the year
ended on31st March 2011.

FINANCIAL RESULTS

The financial performance of the company for the financial year ended
31st March 2011 along with figures of previous financial
year is summarized below:

Rs.In lacs

2010-11 2009-10

Sales and other Income 8509.78 8187.28

Operating Profit: 1225.26 1226.43

Profit before tax, Depreciation
and interest (Excluding
extraordinary income and Foreign
exchange Gain/Loss)

Interest 327.98 311.28

Foreign exchange (Gain)/Loss (7.88) (61.51)

Extraordinary (lncome)/Loss - -

Profit before Depreciation 905.16 976.66

Depreciation 233.44 208.60

Profit before tax 671.72 768.06

Provision of tax -Current 223.00 250.00

- Deferred Tax (13.49) (7.40)

- Fringe Benefit Tax - -

Prior period adjustments 4.48 (13.49)
including provision for tax

Profit for the year 457.73 538.95

Balance brought forward 793.50 411.12

Amount available for appropriation 1251.23 950.07

APPROPRIATIONS

Proposed Dividend 72.76 86.82

Dividend Distribution tax 11.80 14.75

Transfer to General Reserve 45.75 55.00

Balance carried forward 1120.92 793.50

1251.23 950.07

DIVIDEND

Your directors have recommended Re. 1.00 per share as dividend for the
financial year ending 31st March 2011 agreegating to Rs. 84.56 Lacs
including dividend distribution tax.

CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated under clause 49 of the
Listing Agreement forms part of the Annual Report.

The certificate from the Auditors of the company M/s Haribhakti & Co
confirming compliance with the conditions of Corporate Governance is
attached to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper
explanation relating to material departures;

(ii) the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year ended 31st March 2011
and of the profit of the Company for that year;

(iii) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 1956 for safeguarding the
assets of the Company and for preventing and
detecting fraud and other irregularities;

(iv) the Directors have prepared the accounts on a going concern basis.

FIXED DEPOSITS

At the close of the year, there were no fixed deposits due for payment
that remained either unclaimed or unpaid. There were no claims as
against the deposits outstanding as at the close of the year and the
Company had complied with all the requirements of the Companies
(Acceptance of Deposits) Rules, 1975.

Ms Lataben P Desai, Mr Sanjay N Mehta andMrKamleshPat.el, Directors of the
company retire by rotation at the ensuing Annual General Meeting and
being eligible, offer themselves for re-appointment.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to
Management Discussion and Analysis and the Corporate Governance Report,
describing the Company s objectives, projections, estimates and
expectations may constitute "forward looking statement" within the
meaning of applicable laws and regulations. Actual results may differ
materially from those either expressed or implied in the statement
depending on the circumstances.

AUDITORS AND AUDITORS'REPORT

M/S Haribhakti & Co, Chartered Accountants , the auditors of the
company are eligible for their reappointment. The directors recommend
their reappointment for the current year.

The Notes on accounts, referred to in the Auditor's Report, are self
explanatory and therefore do not call for any further comments.

ACKNOWLEDGEMENT

Your Directors are happy to place on record their appreciation of the
whole-hearted co-operation and hard work of all members of SPAN family.

The Directors would like to place on record a deep sense of gratitude
to the Kotak Mahindra Bank Limited and Government Authorities for their
co-operation and assistance rendered to the Company.

For and on behalf of the Board

Ms.Lata P.Desai V. P. Desai
Chairperson Managing Director

Place : Surat
Dated :20th May 2011

Mar 31, 2010

The Directors have pleasure in presenting the 30th Annual Report of
the Company together with the Audited Accounts for the year ended on 31
st March 2010.

FINANCIAL RESULTS

The financial performance of the company for the financial year ended
31st March 2010 along with figures of previous financial year is
summarized below:

Your directors have recommended Rs.2.5 per share as dividend for the
financial year ended 31s March 2010 aggregating to Rs. 101.57 lacs
including the dividend distribution tax. Equity shares allotted on
conversion of convertible share warrants before book closure for
payment of dividend is entitled to receive full dividend. Therefore the
amount of proposed dividend will be increased to the tune of Rs.4.13
Lacs.

BONUSSHARES

The Board of Directors , have at their Board Meeting held on 5m June
2010, recommended the issue of Bonus Shares in the ratio of one Bonus
Equity Share for every one Equity Share of Rs.10/- each held on the
Record Date to be fixed in consultation with the stock exchange and
subject to the approval of the shareholders and other requisite
approvals.

The Bonus shares are entitled to receive dividend that may be declared
/ paid on or after the allotment of Bonus shares for the financial year
ending 31s March 2011.

CORPORATE GOVERNANCE

Areporton Corporate Governance as stipulated under clause 49 of the
Listing Agreement forms part of the Annual Report.

The certificate from the Auditors of the company M/s Y. B. Desai &
Associates confirming compliance with the conditions of Corporate
Governance is attached to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm that:

(I) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;

(ii) the Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year ended 31s March 2010
and of the profit of the Company for that year;

(iii) the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;

(iv) the Directors have prepared the accounts on a going concern basis.

FIXED DEPOSITS

At the close of the year, there were no fixed deposits due for payment
that remained either unclaimed or unpaid. There were no claims as
against the deposits outstanding as at the close of the year and the
Company had complied with all the requirements of the Companies
(Acceptance of Deposits) Rules, 1975.

Dr. Sushil K Shah, Mr.Shyamal Ghosh and Mr.S.Sundaresan, Directors of
the company retire by rotation at the ensuing Annual General Meeting
and being eligible, offer themselves for reappointment.

AUDITORS AND AUDITORS REPORT

The present statutory auditors M/s Y B Desai & Associates, Chartered
Accountants have not offered themselves for reappointment on their
retirement at the forthcoming Annual General Meeting. The Board records
its appreciation for the assistance and guidance provided by them
during their long tenure with the company. The Board recommends the
appointment of Haribhakti & Co., Chartered Accountants as auditors of
the company from the conclusion of this Annual General Meeting to the
conclusion of the next Annual General meeting of the company on such
remuneration as shall be fixed by the Board of Directors. The Company
has received their Certificate pursuant to section 224(1-B) of the
Companies Act, 1956.

The Notes on accounts, referred to in the Auditors Report, are self
explanatory and therefore do not call for any further comments.

ACKNOWLEDGEMENT

Your Directors are happy to place on record their appreciation of the
whole-hearted co-operation and hard work of all members of SPAN family.

The Directors would like to place on record a deep sense of gratitude
to the Kotak Mahindra Bank Limited and Government Authorities for their
co-operation and assistance rendered to the Company.